Términos y Condiciones

This Agreement sets out the terms and conditions (the “Agreement) between LottoElite (together “LottoElite”, “the Company”, “we”, “us” or “our” as applicable) and you in relation to your application to set up an affiliate account (and membership of the affiliate program if your application is deemed successful) to promote the “Sites” (or certain of our sites, depending on the products you are signed up to promote) by the creation of internet hyperlinks and other promotional links such as banners (the “Links”) from your website(s) (your “Site”) or from your promotional emails (which we have pre-approved) to the Sites.

IMPORTANT NOTICE

Please read these terms and conditions before joining the program.

If you do not agree with this Agreement or are not authorized to do so, you may not join the program and you should discontinue your application.

If you have already joined the Affiliate Program and do not agree to this terms and conditions, you must email the affiliate team at support@lottoelite.com to terminate this agreement.

If you have any questions regarding these terms and conditions please contact the team at the email address above.

1. DEFINITIONS

“Affiliate” means a member of the Affiliate Program

“Banners and Text Links” are the graphical artwork or text that direct traffic to Sites through the Affiliate’s Tracker, to permit a Player to hyperlink from the Affiliate’s website to any Site;

“Lottery Revenue” means the revenue generated by the users through the affiliate program purchasing Lotteries, Lottery Syndicates or Millionaire Raffles products, less charge-backs, less any fraudulent activity and less any other revenue returns, credits, bonuses, compensations or refunds given to Players;

“Gaming Net Revenue” means the revenue generated by the users through the affiliate program when purchasing Scratch Cards, Live Lottos and Games products less cash won, less charge-backs, less progressive contributions, less any fraudulent activity and less any other revenue returns, credits, bonuses, compensations or refunds given to Players, less an Administration Fee;

“Administration Fee” means a fee set by the Company at its sole discretion to cover the costs related to the processing service provider, any third party license fee, royalties or any other applicable payments to third parties as well as any tax, including applicable gaming tax, charge, levy, tariff or any other similar mandatory payments levied or charged on gaming turnover;

“Chargeback” or “Credit” is a credit card transaction, which is not collectable by a credit card company as a result of Player’s non-payment or fraudulent credit card use, or other Player payment transaction which is revoked and for which a credit is given;

“CPA” means Cost Per Acquisition;

“CPA Payment” is the one-time payment for every qualifying Player payable to the Affiliate if it chooses the CPA payment plan;

“Database” means any storage medium belonging to the Company which contains, holds, stores or processes data which is owned or controlled by the Company, or is licensed to or under the control of the Company, including (but without limitation) any such medium relating to Players and other users of the Website;

“Fraud” means an actual or attempted act by the Affiliate or any Player which is reasonably deemed by the Company to be (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud the Company or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes the Company or any of the Sites any damage or harm. Fraud shall include, without limitation, collusion; abuse of bonuses or other promotions; abuse of the CPA commission structure; violation of money-laundering or other laws and regulations; Spamming; false, misleading or unauthorized advertising or representations; use of stolen credit cards; rake-back activity; and unauthorized use of any intellectual property rights;

“Taxes” means any tax, duty or levy, including VAT or equivalent, payable by the Company to any authority in any jurisdiction in respect of entry fees received from Players, although not including corporate income tax or equivalent;

“Lead Affiliate” is an Affiliate who introduces any Sub-Affiliate;

“Marks” means any logo, trade mark, trade name, design, domain name, insignias or similar identifying material that are owned by, and/or licensed to, the Company, or any of the Sites;

“Online Products” means the Company’s websites and service or product offering;

“Player” is an individual that: (i) has opened a new account with the Company in respect of a relevant Site; (ii) has not previously opened an account with the Company in respect of such Site; (iii) has had their account registration details adequately validated and approved by the Company, including (without limitation) that the individual is confirmed to be 18 years of age or above; (iv) places plays, with deposited money on the relevant Site via the Affiliate’s Tracker(s); and (v) is qualified and authorized to access and use the relevant Site in accordance with the terms and conditions of use of such Site and complies with all applicable laws, rules and regulations;

“Promotion Mails” means graphical artwork or text regarding specific promotion campaigns, sent by the Company from time to time for dissemination by the Affiliate;

“Sites” are the websites and the Apps promoted by the Company and/or any designated third party appointed by the Company from time to time and offered within the Affiliate Program from time to time, and all of their related pages, and “Site” or “App” shall mean any of them;

“Spam” means emails and messages that meet any one or more of the following criteria: (i) unsolicited mailing, usually sent to a large number of addressees; (ii) contains false or misleading statements; (iii) does not truthfully identify the source or the originating IP Address and / or the originating email address; (iv) does not contain an online and real time Remove option, (v) bundles certain software with other software, or (vi) inserts icons or causes software download or installation or similar action without the consent of the addressee; and “Spamming” shall be construed accordingly;

“Sub-Affiliate” means any individual who is introduced to the Company by the Affiliate and who joins the affiliate program as a regular Affiliate, and in respect of which the Company shall pay the Lead Affiliate certain commissions, as further described in this Agreement;

“Tracker” means a unique tracking URL that the Company shall provide exclusively to the Affiliate for the term of this Agreement, through which the Company shall track Players and calculate an Affiliate’s Revenue Commission or CPA Payment, as applicable.

2. ACCEPTANCE AND PROPRIETARY RIGHTS

2.1 Acceptance

2.1.1 Appointment as an Affiliate under the Affiliate Program will occur only once the Company has received and approved the applicant’s completed application form to become an Affiliate.

2.1.2 We will in our sole discretion determine whether or not your application has been successful. Our decision is final and is not open to appeal. Upon such approval, this Agreement will become binding on both parties.

2.1.3 We will notify you by email if your application has been successful with instructions as to what you must do to include the Links on your Site.

2.1.2 The Affiliate agrees that it shall neither apply to be, nor be appointed as, an Affiliate if it is an employee, agent or subcontractor of the Company or any company in the same group of companies as the Company; or if it is connected in any way to a person or company which meets this definition.

2.2 Directing new Players

2.2.1 Once approved to be an Affiliate under the Affiliate Program the Company will grant the Affiliate a non-exclusive, revocable right to direct potential Players to the Sites, in accordance with this Agreement.

2.2.2 This Agreement does not grant the Affiliate an exclusive right to direct potential Players to the Sites or any other exclusive right in connection with the Sites or with the Affiliate Program. Except for the payment of the Revenue Commission or CPA Payment (as applicable) the Affiliate will not have any rights with respect to any Players.

2.2.3 The Company may operate additional affiliate programs in connection with the Sites or any other sites, and the Affiliate will have no right in connection with such other programs, other than those rights the Company may expressly grant to the Affiliate.

2.3 License to use the Marks

2.3.1 The Company hereby grants the Affiliate a non-exclusive, revocable, non-transferable license, for the term of this Agreement, to use any Marks solely for the display of the Banners and Text Links on its sites or in connection with email promotions including the Marks which we approve in advance.

2.3.2 This license cannot be sub-licensed, assigned, sold or otherwise transferred by the Affiliate without the Company’s prior written approval. The Affiliate’s right to use the Marks is limited to and arises only out of the license herein granted.

2.3.3 This license will be terminated automatically upon the termination of this Agreement for any reason.

2.3.3 The Affiliate shall not assert the invalidity or unenforceability, or otherwise contest the ownership of the Marks, in any action or proceeding of whatever nature, and shall not take any action that may prejudice the Company and its related Marks, the Affiliate Program or any of the Sites and not to do any act or omission which may invalidate or weaken the validity of the Marks or diminish the Marks associated goodwill.

2.3.4 The Affiliate shall not register or attempt to register any logo, trade mark, trade name, insignia, design, domain name or similar identifying material that contain the Marks or are confusingly similar to or are comprised of any of the Marks.

2.3.5 The Affiliate undertake not to register or attempt to register domain names which are similar or confusingly similar to the Marks or Sites including the Company’s name, or any other associated brands or companies, including (for the avoidance of doubt) any misspellings of the domain names of any of the Sites, or any phonetics or likenesses of any of the Sites.

2.3.6 In the event that the Affiliate does register any domain name referred to in clause 2.3.5, it will on demand by the Company, immediately transfer any such domain name to the Company or to a third party elected by us.

2.3.7 The Affiliate shall not place, purchase or register ‘pre-click’ bids, keywords, adwords, search terms or any other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical, are similar or otherwise resemble any of the Marks. This includes, and is not limited to, any words containing, or derived from, the names of the Sites or the brands used on them, and any typo errors or phonetics of them.

2.3.8 The Affiliate shall immediately cease to use all Marks upon being notified to do so by the Company (either by electronic or written notification) or on any termination of this Agreement.

2.4 Commercial Use Only

2.4.1 The marketing opportunity presented in the Affiliate Program is for commercial use only, and the Affiliate, its family members, friends or associates may not make Deposits or make purchases, directly or indirectly, through any of its Trackers for its or its own personal use or to increase the amounts payable to it under this Agreement by any act which involves Fraud.

2.4.2 If the Affiliate wishes to make test transactions to evaluate the system, including Deposits or Purchases, it should contact support@lottoelite.com so the Company can refund the charges once the Affiliate has completed its testing.

2.4.3 Transactions made in violation of this provision will be deemed Fraud traffic and the Company will deduct applicable Deposits, Purchases or traffic from the amounts payable to the Affiliate hereunder.

2.5 Players’ Data

2.5.1 The Affiliate hereby acknowledges and agrees that all data relating to the Players shall be and remain the exclusive property of the Company.

2.6 Reservation of IP Rights

2.6.1 The Affiliate acknowledges and agrees that: a) the Company is the sole and exclusive owner of all intellectual property rights, including, without limitation, copyrights, in any marketing methods, campaigns, slogans, techniques, Affiliate arrangements, trade names, trademarks, brand names, domain names, graphics and designs used by the Company in connection with the Sites and the Affiliate Program (“Company IP”), b) the Company is entitled to use the same in any way or manner at its sole discretion; and it is entitled to maintain such Company IP confidential and withhold its disclosure to the Affiliate unless the Company agrees otherwise.

2.6.2 The Affiliate acknowledges and agrees that the Company is the sole and exclusive owner of its Database, and that the Affiliate shall not make any direct or indirect use of such Database, nor retain a copy in any form or manner whatsoever of the Database, or market any goods or services to any Player whose details appear in the Database (including the transfer of such details to any third party), unless that Player’s information is in the Affiliate’s possession or known by them prior to the execution of this Agreement.

3. THE AFFILIATE’S RIGHTS AND OBLIGATIONS

3.1 Promotion and Link to Sites

3.1.1 By joining the Affiliate Program the Affiliate agrees to market, promote and refer potential Players to the Sites, by creating and maintaining a unique link from its site to the Sites and by disseminating Promotional Mails received from the Company. You shall not alter the form, location or operation of the links without our prior written consent.

3.1.2 This link may be established with one or more of the Company’s Banners and Text Links. The Affiliate will be solely liable for the content and manner of its marketing and promotional activities. All such activities must be conducted at all times in a professional and lawful manner and compliant with all legislation, regulations and codes of practice within the jurisdiction the Affiliate is operating from and also the various jurisdictions of the Players.

3.1.3 The establishment and maintenance of the unique link from the Affiliates site to the Sites using the Banners and Text Links, and the dissemination of Promotional Mails, are the only methods by which the Affiliate may advertise, market and promote the Sites, unless the Company gives its prior written authorization for any other activity.

3.1.4 The Affiliate will use only the Company’s approved Banners and Text Links and Promotional Mails and will not alter their appearance, design or content, unless it obtains the Company’s prior written authorization.

3.2 Age Limitation

3.2.1 You warrant and represent that you are of legal age for conducting this activity as determined by relevant legislation in your jurisdiction. Affiliates who are under 18 years of age are not permitted to participate in the Affiliate Program.

3.2.2 The Company reserves the right to obtain from the Affiliate appropriate identification that will provide evidence of its age and its account may be suspended until satisfactory proof of age is provided to the Company.

3.2.3 The Affiliate will not by itself, nor will it allow, assist or encourage others to, market and promote the Affiliate Program or any of the Sites, directly or indirectly, to persons that are less than 18 years of age or such higher legal age in the jurisdiction that it is targeting or operating within, or develop or implement marketing and promotion strategies in respect thereof.

3.3 No Fraud

3.3.1 The Affiliate will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly, any act or traffic that involves Fraud. The Affiliate will act at all times to refrain from, immediately stop and not allow any act or traffic that involves Fraud or that it believes or should reasonably believe to potentially involve Fraud, or any act or traffic that the Company informs the Affiliate is suspected by it, at its discretion, to involve or potentially involve Fraud.

3.3.2 In the event that the Company suspects Fraud it reserves the right to place restrictions on the Affiliate’s account including but not limited to suspending the Affiliate’s account and retaining all sums within the account as well as commencing a full investigation. The Affiliate hereby gives the Company its authorization to inform the appropriate authorities or third parties of such an incident and only once the Company is satisfied that the matter is resolved shall it remove any restrictions on the Affiliate’s account.

3.4 No Commission-Backs

3.4.1 The Company does not allow any form of commission-backs in the Affiliate Program. The Affiliate will not offer any commission-back or so-called rake-back schemes whatsoever, or any similar schemes that offer or allow a portion of the players’ commission to be returned to the player in any form. The Affiliate will also not advertise or be engaged with any site that offers commission-backs. The Company reserves the right to withhold any amounts due to the Affiliate if it believes the Affiliate was involved in any commission-back activity.

3.5 Restricted Territories

3.5.1 The Affiliate will not market or promote any Site within or to persons from any Restricted Territories; or be involved in any traffic coming from any Restricted Territories; or allow, assist or encourage circumvention of any restriction put in place by the Company and/or any Site in connection with Restricted Territories. “Restricted Territories” include the territories indicated in the list below, which may be changed by the Company from time to time. IT IS THE AFFILIATES DUTY TO CONSULT AND REGULARLY CHECK THIS AGREEMENT REGARDING ANY CHANGES TO THIS LIST. The Restricted Territories are as follows:

3.5.1 The Affiliate will be solely responsible for the operation and content of its site, including for ensuring that materials posted on its site are not: (i) libelous, obscene, sexually explicit, violent or otherwise illegal; (ii) actually or potentially infringing any rights of the Company and/or any other third party; or otherwise, (iii) deemed, at the Company’s sole discretion, unsuitable and so notified by the Company. The Affiliate will remove such content immediately upon the Company notifying the Affiliate that any content is in breach of the above provisions. The Affiliate will be solely responsible for ensuring that all the content of its site is original or otherwise is permitted to be published by the owner thereof and it shall obtain all licenses to use any material not produced by it.

3.5.2 The Affiliate will not make any claims, representations or warranties in connection with the Company or any of the Sites, and it will not be authorized to make any commitment or assume any liability or obligation on the Company’s behalf or on behalf of any of the Sites.

3.5.3 The Affiliate agrees to ensure that its activities and its site will comply with all legislation, regulations and codes of practice in the jurisdiction that it is operating from and any other jurisdiction that a Player or the Company operate within.

3.5.4 In the event that the Affiliate is found to be in breach of any legislation it agrees to indemnify the Company for any costs relating to any legal proceedings, actions, disputes, damages and penalties.

3.6 Confidentiality

3.6.1 During the term of this Agreement, the Affiliate may be entrusted with confidential information relating to the business, operations, or underlying technology of the Site and/or the Affiliate Program. The Affiliate agrees to avoid disclosure or unauthorized use of the confidential information to third persons or outside parties unless you have Company’s prior written consent. The Affiliate shall use such confidential information only for purposes necessary to further the purposes of this Agreement. Your obligations with regard to confidential information shall survive termination of this Agreement and you shall fully indemnify us for any losses we suffer (directly or indirectly) in connection with your breach of this clause.

3.7 Other Restrictions

3.11.1 In addition and without derogating from any of the above, the Affiliate will not at any time by itself, nor will the Affiliate allow, assist or encourage others to, do any of the following:

3.7.1.1 Use or cause Spamming.

3.7.1.2 Do any act or omission that disparages the Company or any of the Sites or that otherwise is damaging or is reasonably expected to be damaging to the Company’s goodwill or to the goodwill of any Site or the Company’s reputation.

3.7.1.3 In any way alter, affect or interfere with the operation or accessibility of the Sites or any page thereof.

3.7.1.4 Do any act which causes the Affiliate’s site or any other site to copy or resemble the look and feel of any of the Sites or attempt to pass as any of the Sites or create the impression that any such sites are the Sites or otherwise confuse potential Players in connection therewith.

3.7.1.5 Alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof.

3.7.1.6 Do any activity that in the Company’s reasonable opinion would be deemed unsuitable, Fraudulent, erroneous, misrepresentative or inappropriate.

3.7.1.7 In the event that the Affiliate is found to be in breach of the above, the Company reserves the right to suspend the Affiliate’s account and will hold payment of all monies due to the Affiliate until it is satisfied that the matter is resolved and that the Affiliate is no longer in breach of any of the above.

4. THE COMPANY’S RIGHTS AND OBLIGATIONS

4.1 Registering and Tracking Players

Subject to the Affiliate’s complying with all of the terms of this Agreement, the Company shall use all reasonable endeavors to ensure that whenever a Player links to the Site through the Links and subsequently enters a tournament with the Company, the relevant player is identified as originating from the Affiliate’s Site. However, the Company shall not be liable to the Affiliate in any way if the Company is unable to identify a Player as originating from the Affiliate Site.

4.2 Payments

The Company will make payments to the Affiliate in accordance with the applicable payment plan as detailed below.

4.3 Reports

The Company will provide the Affiliate with remote online access to reports regarding Player activity and the Revenue Commission generated (if applicable). The form, content and frequency of the reports will be subject to change at the Company’s discretion. The Company will not be liable for the completeness or accuracy of any reports.

5. IDENTITY VERIFICATION; SUPPORTING DOCUMENTATION

5.1 Identity Verification

It is the Company’s policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. The Company will verify the Affiliate’s identity through the information provided by the Affiliate and by obtaining information from public sources and data. The Company will make its best efforts to reasonably ensure that it knows the true identity of any of its Affiliates.

5.2 Supporting Documentation

The Affiliate agrees to provide the Company with any supporting documents requested by it. The Affiliate is aware that the Company has the right to delay payments if supporting documents are not provided. Supporting documents may include any or all of the following for individuals: valid passport copy; valid driving license copy; National ID card, a copy of a utility bill; a letter of reference from the individual’s bank; and a copy of a bank statement. For a company, supporting documentation may include a copy of the company’s certificate of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; and information regarding the identity of the beneficial owner of the company and the identity of the directors of the company.

6. REVENUE, PAYMENTS AND FEES

6.1 The Company offers a revenue share model. This is a model based on the Lottery Revenue and the Gaming Net Revenue generated on a calendar month basis and published on the Commission section of the Affiliate Program website. Net Gaming Revenue comissions from Games will only be generated by Players during the first12 months after signing up.

6.1.2 Whenever a new Online Product is added to our Sites, Revenue Comissions from those Products will only be generated by Players that were referred by the Affiliate after the official launch of that particular Product. The official launch of new Products will be notified by email to all affiliates that are signed up for our newsletter and will be posted in the “Latest News” on the “Home” section of the LottoElite affiliate panel.

6.1.3 In any calendar month where the Net Gaming Revenue Share is a negative amount, we shall have the right, but not the obligation, to carry forward and set off that negative amount against all future Revenue Shares, which would otherwise be payable to the Affiliate, until the negative balance is set off in full. We will also have the right, but not the obligation, to zero out the negative balance, which would otherwise be carried forward.

6.1.4 The Company may offer to the Affiliate, under certain circumstances, a Cost Per Acquisition (CPA) revenue model. If the Affiliate is interested in such revenue model, it should contact its account manager.
6.1.4.1 In any event of a Chargeback, credit or suspected underage player (proven or not verified to be over 18), such a Customer will not be considered for the purpose of the CPA plan, and any CPA Payment made to the Affiliate in respect of such Customer shall be deducted from future payments to the Affiliate.
6.1.4.2 A CPA Payment will be due and payable to the Affiliate in respect of a qualifying Customer only upon: (a) the first registration of such Customer in one of the Sites and (b) the depositing or spent of the minimum required. The depositing or spent of any such minimum amount may be made once or in a cumulative manner in accordance with the criteria set out in the Affiliate’s account. Money spent on Games does not count towards the minimum requirement for a Customer to be qualified to generate a CPA Payment. Any subsequent activities of such Customer in that Site or in other Sites, including playing different games in that Site, will not entitle the Affiliate to any payment in respect of such activities. A CPA Payment will be paid to the Affiliate only once for each qualifying Customer, regardless of the number of Sites and/or number or type of games played by that Customer.

6.2 Final and Binding Data and Calculations

All calculations in connection with the amount payable to the Affiliate will be made by the Company and based solely on its systems’ data and records, and its calculations will be final and binding.

6.3 Change of Payment Plan

6.3.1 The Company reserves the right to change the Affiliate’s chosen Payment Plan upon notice to the Affiliate. Any such change will take effect from the date of such notice.

6.3.2 In exceptional circumstances, for example when a jackpot is above its average value, the Company may, at its sole discretion, revoke or change any CPA deal and/or adjust any commission generated during the period of time when the jackpot was at an extraordinary value. In that case, the commission paid to the affiliate may be a Revenue Share and, in any case, it will not be lower than the commissions stated on LottoElite website.

6.4 Business by Other Persons

You shall have no claims to Revenue Share or other compensation on business secured by or through persons or entities other than yourself.

6.5 The Affiliate’s Revenue as a Player

If the Affiliate is also a Player in one of the Sites, the Company reserves the right to exclude the Affiliates revenue as a Player in the Revenue Share due to the Affiliate.

6.8 Payment Procedure

6.8.1 At the end of every calendar month, the Company will publish in the Affiliate Program website, a statement of account showing any balance due to the Affiliate (if any). Such statement of account will be deemed to have been accepted and agreed by the Affiliate if the Company does not receive any comments as to the accuracy of the statement within two weeks of the date of such statement.

6.8.2 The Affiliate will be paid its relevant payment under its Payment Plan on a calendar monthly basis, provided the amount payable to the Affiliate is not less than US$100 (or equivalent amount in the relevant currency). If these minimum amounts are not reached in a particular calendar month, the Company will be entitled to withhold payment and carry the amount due to the Affiliate to the next calendar month and so on, until the minimum amounts are reached. All payments will be due and paid in US dollars or in any other currency at the Company’s discretion.

6.8.3 The Company will transfer funds only to the designated account detailed on the Affiliates application form. Third party wire transfers are prohibited by the Company.

6.8.4 The Company has the right to reduce the revenue share of affiliates, or to terminate this Agreement and remove such affiliates, who do not deliver at least one new Customer in a given calendar month. We will notify the Affiliate by email where such a reduction or termination will occur. Accounts that are inactive for a longer period (e.g. where the Affiliate have failed to deliver at least one new Customer in the last six months) may also incur an administrative fee but no such administrative fee will be deducted from the Affiliate account prior to the Company having made reasonable efforts to contact the Affiliate via the contact details last provided. The administrative fee will be applied against the payments (including future payments) that would otherwise be payable to the Affiliate. If the Affiliate has any queries regarding inactive accounts, it should contact us for further information.

6.9 Taxes and Other Charges

The Affiliate is fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to it under this Agreement, including without limitation any processing fees. The Affiliate will indemnify and reimburse the Company for any costs, expenses or losses that may be caused to it as a result of any claim or demand made by any governmental or other authority, with regard to tax withholding obligations or similar obligations to which the Company may be subject in connection with making payments to the Affiliate. The Company will be entitled to withhold or set-off any such amounts from the payments made to the Affiliate.

6.10 Right to Withhold Amounts

6.10.1 The Company reserves the right to withhold all amounts due and payable to the Affiliate under this Agreement if it believes that any Fraud has taken place or is contemplated which involves the Affiliate, whether or not the withheld amounts relate to the event in question. If the Company believes that a Fraud has taken place or is contemplated by any Player without the Affiliates knowledge, it will be entitled to withhold any amounts due to the Affiliate in connection with such Fraud. The Company will also be entitled, in the foregoing events, to set-off from future amounts payable to the Affiliate any amounts already received by the Affiliate which can be shown to have been generated by Fraud.

6.10.2 The Company does not support any kind of content stealing or copying (site scraping) or any breach of any intellectual property rights, and it reserves the right to suspend and if necessary terminate the Affiliate’s account with it, if it is proven that the Affiliate is responsible for using such methods, and/or to transfer the amounts payable to the Affiliate to the original content creator.

6.10.3 The Company reserves the right to delay or withhold payments if any supporting documents relating to the payments to be made to the Affiliate and/or those referred to in clause 5.2 of this Agreement is not promptly provided to it upon request.

6.10.4 If the Company determines, at its sole discretion, that the Affiliate has engaged in any activity forbidden in this Agreement, including without limitation activity that involves Restricted Territories, or that the Affiliate has otherwise breached any of its representations, warranties or undertakings in this Agreement, the Company may (without prejudice to any other rights or remedies available to it) withhold any amounts due and payable to the Affiliate hereunder, whether or not generated by such forbidden activity or breach and further suspend or terminate the Affiliates account at its discretion.

7. TERM AND TERMINATION

7.1 Term and Termination

7.1.1 This Agreement will come into force when the Affiliate’s application to join the Affiliate Program is approved by the Company, and shall continue in force unless and until either the Affiliate or the Company notifies the other in writing that it wishes to terminate this Agreement, in which case this Agreement will be terminated immediately.

7.1.2 For the purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

7.1.3 The Company may immediately suspend or terminate this Agreement upon notice to the Affiliate: (a) where the Affiliate materially breach any term of this Agreement and fail to remedy the breach (if remediable) within the time period specified by the Company to remedy same; (b) in accordance with its rights set out in this Agreement; or (c) where the Affiliate are in breach of any warranty within this Agreement. The Company reserves the right to withhold any amounts due to the Affiliate in such circumstances (whether or not such amounts are generated by the breach).

7.1.4 The Company may suspend or terminate this Agreement at its discretion immediately upon notice if it considers that the Affiliate is for any reason unsuitable to be an affiliate. The Company shall not be required to disclose its reasoning in connection with any such suspension or termination. The Company discloses its reasons for such suspension or termination, it may withhold and/or terminate any payments that otherwise may have been due to the Affiliate.

7.1.5 Either party may terminate this Agreement on delivery of seven (7) days prior written notice to the other party.

7.2 Results of Termination

7.2.1 Immediately following the termination of this Agreement for any reason, the Affiliate must remove all of the Company’s Banners and Text Links from its site, as well as any other Marks, names, symbols, logos, designs or any other material, graphics and content owned, developed, licensed or created by the Company and/or provided to the Affiliate by the Company in connection with this Agreement. The Affiliate must also disable any links from its site to any Site, and stop any activity relating to Promotion Mails. All rights and licenses granted to the Affiliate in this Agreement shall immediately terminate.

7.2.2 If the Affiliate has failed to fulfill its obligations and responsibilities under this Agreement, the Company will not pay the Affiliate the Revenue Commission otherwise owing to the Affiliate on termination or thereafter, where applicable.

7.2.3 The Company may withhold the Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from you to it. The Company will be entitled to deduct from any payments due and payable to the Affiliate, any such debts and liabilities due to it, if any.

7.2.4 Any continued access and use by Players of any of the Sites following the termination of this Agreement (if any) shall not constitute continuation or renewal of this Agreement or a waiver of its termination. For the avoidance of doubt, no additional payments will be due from the Company to the Affiliate in relation to the same.

7.2.5 Any account unused for withdrawals, or otherwise inactive, for a period of at least twelve (12) consecutive months will be an “Inactive Account”. The Company will make the best efforts to notify the Affiliate that its account is an Inactive Account and that the Inactive Account Fee will be deducted if the Affiliate does not reactivate its account (“Inactive Account Notice”). The Company shall be entitled to retain fifty (50) percent of the total balance remaining on the Inactive Account (“Inactive Account Fee”) after 14 days have elapsed from the date of the Inactive Account Notice. Should the Affiliate subsequently fail to withdraw the remaining balance from the account, the Company shall be entitled to retain the remainder of the balance on the account without further notice to the Affiliate upon expiry of 45 days from the date of the Inactive Account Notice

8. THE AFFILIATE’S REPRESENTATIONS AND WARRANTIES

8.1 Each party to this Agreement represents and warrants to the other that it has, and will retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licenses granted in this Agreement and to perform all of its obligations under this Agreement.

8.2 The Affiliate are solely responsible for the operation and content of the Affiliate’s Site and the Affiliate represents, warrants and undertakes that the Site shall contain no material which is defamatory, sexually explicit, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of our rights or any third party rights and shall not link to any such material. The Company shall not be liable for any claims by third parties relating to your Site or any of the products or services associated therewith and the Affiliate will fully indemnify us in respect of any losses we or any member of our Group suffers (directly or indirectly) in connection with any such claims.

8.3 Affiliate warrants and represents that it is of legal age as determined by relevant legislation in the Affiliate jurisdiction. Affiliates who are under 18 years of age are not permitted to participate in the Affiliate Program.

8.4 The Affiliate warrants and represents that you will not, directly or indirectly: (a) do any act or omission that disparages the Company, or is damaging to the interests, reputation or goodwill of the aforementioned parties and sites; or (b) do any activity that in our reasonable opinion would be deemed unsuitable, inappropriate or fraudulent.

9. INDEMNITY

Without limiting any of the Company’s rights and remedies hereunder or under any applicable laws, the Affiliate agrees to defend and hold the Company and its shareholders, directors, officers, employees, agents and other representative harmless, and to immediately indemnify them upon their written demand, against any and all liabilities, losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of, or in any way connected with:

9.1 any breach by the Affiliate of any warranty, representation, or agreement or clause contained in this Agreement;

9.2 the performance of the Affiliate’s duties and obligations under this Agreement; and

9.3 any claim or demand by a third party relating to the development, operation, maintenance or content of the Affiliate’s website, including (for the avoidance of doubt, but without limitation) the content on it, its domain name or any other tool connected to it.

10. NO WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR TO ANY ARRANGEMENTS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH REGARD TO THEIR FUNCTIONALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, MERCHANTABILITY, LEGALITY OR NON-INFRINGEMENT. IN ADDITION, THE COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE AND IT WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. NO LIABILITY FOR PROMOTED SITES

The Company is not liable in any way, nor does it assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operations, content or any other aspect related thereto.

12. LIMITATION OF LIABILITY

12.1 ANY LIABILITY TO THE AFFILIATE ARISING FROM THIS AGREEMENT AND THE AFFILIATE PROGRAM IS LIMITED TO DIRECT DAMAGES ONLY. THE COMPANY WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR ARISING FROM LOSS, DAMAGE OR CORRUPTION OF ANY DATA, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

12.2 IN ANY EVENT AND UNDER ANY AND ALL CIRCUMSTANCES, THE COMPANYS AGGREGATE AND TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE WINTRILLIONS CASINO & TRILLONARIO CASINO AFFILIATE PROGRAMME WILL NOT EXCEED THE AGGREGATE OF ALL PAYMENTS MADE TO THE AFFILIATE UNDER THIS AGREEMENT OVER THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

12.3 Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.

12.4 Nothing in this Agreement shall serve to limit the Company’s liability to the Affiliate for death or personal injury caused by the Company’s negligence, or for fraud.

12.5 FOR THE AVOIDANCE OF DOUBT, IN NO EVENT SHALL THE COMPANY BE RESPONSIBLE FOR ANY DISPUTE OR CLAIM BETWEEN THE AFFILIATE AND ANY USER OF THE AFFILIATE’S WEBSITE.

13. RELATIONSHIP OF PARTIES

13.1 The relationship between the parties to this Agreement is that of independent contractors and nothing contained in this Agreement shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between the parties. No party possesses the power or authority to bind the other, or to assume or create any obligation or responsibility, expressed or implied, on behalf of the other, and no party shall represent to anyone that it possesses such power or authority, except to the extent that such is required for the performance of the obligations of each party as detailed in this Agreement.

13.2 The Affiliate will have no authority to make or accept any offers, representations or obligations on the Company’s behalf. The Affiliate will not make any statement, whether on its site or otherwise, that could be reasonably construed to contradict the foregoing.

13.3 The Affiliate agrees to indemnify the Company for any and all payments that it is required to make to any of the Affiliate’s employees in the event that any judgment is imposed on the Company by a Court or Tribunal stating that an employer-employee relationship existed between the Company and the Affiliate’s employees.

14. INDEPENDENT INVESTIGATION AND ACKNOWLEDGEMENT

14.1 THE AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREES TO ALL OF ITS TERMS AND CONDITIONS.

14.2 THE AFFILIATE UNDERSTANDS THAT THE COMPANY MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT, OR OPERATE OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH THE AFFILIATES SITE.

14.3 THE AFFILIATE ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND THAT IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.

15. AMENDMENTS TO AGREEMENT

15.1 We reserve the right to change any part of this Agreement at any time. It is your responsibility to check these terms and conditions regularly. Your continued participation in our affiliate program after we have posted the changes will constitute binding acceptance of such changes. The latest modification of the Agreement will be as per the date stated at the top of this Agreement so please check this page regularly for updates. Amendments may include, for example, changes in the commission amounts payable under this Agreement, payment procedures, and restrictions on operation and any other AFFILIATE PROGRAM rules.

16. MISCELLANEOUS

16.1 Use of the Affiliate’s information

16.1 Governing Law and Jurisdiction.

16.1.1 The construction, validity and performance of this Agreement will be governed by Uruguayan law.

16.1.2 This however, shall not prevent the Company from bringing any action in a Court of any jurisdiction for injunctive or similar relief.

16.1.3 The Spanish language version of this Agreement will prevail over any other language version issued by the Company.

16.4 Severability.

Whenever possible each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability will not affect the other provisions of this Agreement which will remain in full force and effect.

16.5 No Waiver

The Company’s failure to enforce the Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

16.6 No Assignment.

The Affiliate may not assign or transfer this Agreement or any part thereof without the Company’s prior written consent.

16.7 Entire Agreement.

This Agreement constitutes the complete understanding and agreement of the parties and supersedes all prior negotiations, understandings, agreements, representations and warranties of any nature whether or not in writing between the parties with respect to the subject matter of this Agreement.

16.8 Notices.

Unless otherwise agreed to by the parties in writing, all notices required under this Agreement will be deemed effective when received and made in writing either electronically with a read receipt requested or by registered postal mail to the addresses detailed in the Affiliate’s Affiliate registration details or to the Company by way of email at support@lottoelite.com